Item 7.01 Regulation FD Disclosure.
On May 20, 2012, AMC Entertainment Holdings, Inc. (“Holdings”), the direct parent of AMC Entertainment Inc. (the “Company”) and Dalian Wanda Group Co., Ltd. (“Wanda”), a leading Chinese private conglomerate and China’s largest investor in cultural and entertainment activities, announced that they have signed an agreement pursuant to which Wanda will acquire all of the outstanding capital stock of Holdings. Upon the closing, Holdings and the Company will become wholly owned subsidiaries of Wanda. The press release related to the proposed acquisition is attached as Exhibit 99.1, and is incorporated herein by reference.
The transaction, which is subject to government approval in China and the United States, is valued at approximately $2.6 billion, including $277.6 million of cash on hand at Holdings, which includes $272.3 million of cash on hand at the Company. The consummation of the transaction is subject to customary closing conditions and the receipt of regulatory approvals.
The proposed acquisition will constitute a change of control under the Company’s senior secured credit facility and under the indentures governing the Company’s outstanding debt securities. The Company will be required to either seek an amendment to the senior secured credit facility to permit the change of control or to repay all amounts outstanding thereunder. In addition, upon completion of the proposed acquisition, the Company will be required to make a "change of control offer" in respect of each series of debt securities outstanding or seek a waiver of the requirement. Wanda has provided to AMC financing commitments to fully finance the transaction. None of Holdings, the Company or their subsidiaries will be obligors on any of the committed Wanda indebtedness.
The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed herewith (furnished solely for purposes of Item 7.01 of this Form 8-K):
Wanda Group to Acquire AMC Entertainment Holdings, Inc.
Would create the largest global cinema owner
BEIJING, China and KANSAS CITY, Mo., May 20, 2012 -- Dalian Wanda Group Co., Ltd. (“Wanda”), a leading Chinese private conglomerate and China’s largest investor in cultural and entertainment activities, and AMC Entertainment Holdings, Inc. (“AMC”), a preeminent U.S. movie exhibitor, today announced that they have signed an agreement under which Wanda will acquire AMC, creating the world’s largest cinema owner. The transaction is valued at approximately US$2.6 billion.
Wang Jianlin, Chairman and President of Wanda, said, “This acquisition will help make Wanda a truly global cinema owner, with theatres and technology that enhance the movie-going experience for audiences in the world’s two largest movie markets. Wanda has a deep commitment to investing in the entertainment business and is already the largest in this sector in China, with more than US$1.6 billion invested in cultural and entertainment activities since 2005. We share with AMC a passion for the growth of the worldwide movie industry. We look forward to partnering with AMC’s management team and employees to build on the many strengths of the company.”
Gerry Lopez, Chief Executive Officer and President of AMC, said, “As the film and exhibition business continues its global expansion, the time has never been more opportune to welcome the enthusiastic support of our new owners. Wanda and AMC are both dedicated to providing our customers with a premier entertainment experience and state-of-the-art amenities and share corporate cultures focused on strategic growth and innovation. With Wanda as its partner, AMC will continue to seek out new ways to expand and invest in the movie-going experience.”
As part of the transaction, Wanda intends to invest up to an additional US$500 million in AMC over time to fund AMC’s strategic and operating initiatives. Wanda has reached an agreement to secure the employment of AMC’s management team. AMC currently has approximately 18,500 employees. The transaction is not expected to have an impact on employee levels at AMC. AMC’s headquarters will remain in the Kansas City metropolitan area and day-to-day operations, including the process for film programming, will remain unchanged.
Wanda is a private conglomerate operating solely in China, with US$16.7 billion in annual revenue and US$35 billion in assets, that focuses on five major areas, including commercial properties, luxury hotels, tourism investment, department stores and cultural businesses. Its portfolio includes 86 theatres and a total of 730 screens as well as large-scale stage show, film production and distribution, entertainment chains and Chinese calligraphy and painting collections.
AMC operates 346 multiplex theatres mostly located in major metropolitan markets in North America, and a total of 5,034 screens, including 2,336 3-D screens and 128 IMAX screens, making it the world’s largest operator of IMAX screens. Approximately 200 million people watched movies in AMC theatres in 2011. Privately held AMC’s ownership group includes Apollo Global Management, Bain Capital, the Carlyle Group, CCMP Capital Advisors and Spectrum Equity Investors. Upon closing of the transaction, AMC will become a wholly owned subsidiary of Wanda.
Wanda has provided to AMC financing commitments to fully finance the transaction. The consummation of the transaction is subject to customary closing conditions and the receipt of U.S. and China regulatory approvals.
In connection with this transaction, Ernst & Young LLP has served as advisor and Davis, Polk & Wardwell LLP has served as legal counsel to Wanda; Citigroup Global Markets Inc. has served as financial advisor and Weil, Gotshal & Manges LLP has served as legal counsel to AMC.
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ABOUT THE DALIAN WANDA GROUP CO., LTD.
The Dalian Wanda Group is a leading Chinese private conglomerate that operates in five major businesses, including commercial properties, luxury hotels, tourism investment, cultural industries and department stores, Wanda has been making significant cultural and entertainment investments since 2005. Its interests include central cultural districts, large-scale stage shows, film production and distribution, entertainment chains, and Chinese calligraphy and painting collection. With more than US$1.6 billion invested in cultural and entertainment activities, Wanda has become China’s largest enterprise investor in that sector.
ABOUT AMC ENTERTAINMENT HOLDINGS, INC.
AMC Entertainment Holdings, Inc. delivers distinctive and affordable movie-going experiences in 346 theatres with 5,034 screens primarily in the United States and Canada. The company operates 23 of the 50 highest grossing theatres in the country, including the top three. AMC has propelled industry innovation and continues today by delivering premium sight and sound, enhanced food and beverage and diverse content. www.AMCTheatres.com.
The Dalian Wanda Group
Fleishman Hillard US
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Fleishman Hillard China
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AMC Entertainment Holdings, Inc.
Susie Arons: 212-843-8033 or 917-751-1776